General Terms and Conditions
ARTICLE 1. DEFINITIES
- “Carver”: Refers to Carver Europe BV, the manufacturer and seller of electric micro cars, accessories, and original spare parts.
- “Products ”: means Carver Vehicles, Options & Accessories as well as original Carver Spare Parts.
- “Carver vehicle”: means any vehicle that has been or will be marketed by Carver, whether or not through the intervention of third parties.
- “Carver Reseller”: Authorized Carver Reseller, responsible for the Sales and Aftersales of Carver Products a designated service area in a Territory.
- “Carver Distributor”: Authorized Carver Distributor responsible for the exclusive Distribution (Sales, Marketing and Aftersales) Carver Products in a territory.
- “Carver Service Point”: Authorized Carver service point, responsible for Aftersales (service, repair and maintenance) of Carver Products in a designated service area.
- “Buyer”: means any (legal) person or company that has shown interest in, has placed an order for, owns and/or uses a Carver vehicle.
- “Seller”: Refers to Carver or Carver Reseller or Carver Distributor or Carver Service Point.
- “Agreement”: the agreement of purchase of a Product, or instruction to repair or maintain a Carver Product.
ARTICLE 2. APPLICABILITY
- These General Terms and Conditions apply to all offers, quotations, agreements concerning the purchase, repair and maintenance of Products between Sellers and Buyers.
ARTICLE 3. OFFERS AND AGREEMENTS
- The Seller provides a verbal or written offer or quotation detailing the price, and rights and obligations of both parties regarding the Products on offer. The description will be detailed enough for a fair assessment by the Buyer.
- The offer includes truthful images if used and/or descriptions, and any apparent mistakes do not bind the Seller. The Buyer needs to accept the offer within the Seller-set term or immediately if none is set.
- Upon acceptance, the agreement is documented by the Seller and shared with the Buyer. It contains the identities and information of both the Buyer and the Seller, description and price of Products, including unavoidable expenses, warranty provisions, payment terms, and target delivery date.
- Only written confirmation by the Seller constitutes a final confirmed order. Even if not documented, the agreed terms between the parties hold.
ARTICLE 4. PRICES, PAYMENTS & DELIVERY
- Carver is entitled to determine a recommended price/list price for the Products, without prejudice to the Seller’s right to determine its own selling price independently. When stating its sales price, the Seller will ensure that this price includes all unavoidable additional costs.
- Product prices are unfixed prices, the Seller can change the price based on changes to governmental levy, manufacturing prices, logistics prices, import prices or exchange rates. The Seller will notify the Buyer of the extent of the price change and the reason thereof as soon as possible. In the case of a price increase, the Buyer can dissolve the agreement within 7 days, unless the increase is the result of a change to a governmental levy.
- All Products ordered by the Buyer must be paid for in accordance with the payment terms as set out on the agreement and invoice or otherwise agreed in writing with The Seller.
- If the Buyer fails to adhere to the agreed payment terms, and after expiry of the payment reminder sent by The Seller, collection cost for extrajudicial costs and interest can charged.
- All delivery times or dates specified by the Seller at any time are only target dates and are therefore not binding and do not entitle the Buyer to compensation and/or suspension and/or dissolution of the order. If the Seller exceeds a target date, the Buyer and Seller can agree on a reasonable date to still deliver. If the Seller accepts this date and fails to deliver on or before this date, the Seller will be in default, except in the event of force majeure.
- In the case of default, the Buyer is entitled dissolve their agreement, on the understanding that exceeding target times or dates will never entitle the Buyer to compensation.
ARTICLE 5. CANCELLATION
- The Buyer can cancel the agreement, also when The Seller is not in default.
- The agreement can be cancelled in writing up to 28 days before the Product is scheduled to be delivered.
- The Buyer must compensate all damaged suffered as a result of the cancellation. This damage is set at 15% of the total purchase price of the Product, unless the parties have agreed otherwise when the agreement was concluded.
- The damage must be paid within 7 days of the cancellation. If the Buyer has not paid, The Seller can notify the Buyer in writing that the Buyer must perform the agreement after all. In that case, the Buyer can no longer invoke the cancellation.
ARTICLE 6. RISK & RETENTION OF OWNERSHIP
- The risk transfers from the Seller to the Buyer as per the incoterms 2020 set out on the agreement.
- The Product delivered to the buyer remains the property of the Seller until the Buyer has paid everything, he owes pursuant to the agreement.
- In the case of an agreement concerning service, maintenance or repair the Seller can exercise a right of retention of the Carver Vehicle. This means the Carver Vehicle will not be returned until the Buyer has paid all open accounts.
ARTICLE 7. WARRANTY & LIABILITY
- The Seller gives factory warranty on all new Products as per the latest Warranty Terms issued by Carver.
- The Seller may sell or grant extended Warranty Terms as per the conditions and requirements stipulated by Carver.
- In the event that the Seller honors a warranty claim, this does not mean that the Seller acknowledges that there is an entitled warranty claim and/or that the Seller accepts any liability for any damage suffered.
- The Seller has no obligations under these General Terms and Conditions other than those mentioned above, and the Seller’s liability never extends beyond what is described in the Warranty Terms.
- Barring intent or willful recklessness on the part of the Seller’s executives, the Seller is never liable for consequential damage, loss of profit or (other) forms of indirect damage.
ARTICLE 8. FORCE MAJEURE
- Should force majeure hinder or delay the Seller from fulfilling the Agreement’s obligations and is immediately notified to the Buyer, the affected Seller is relieved from liability for failure or delay in performance yet shall strive to resume full performance. Force majeure includes but is not limited to: labor disputes, fires, material shortages, government acts, natural disasters, civil unrest, epidemics, or pandemics affecting Carver, its affiliates or suppliers as per Article 6:75 of the Dutch Civil Code.
ARTICLE 9. DATA PROCESSING
- The Buyer’s personal details provided in the agreement will be shared with Carver and/or the Carver Distributor, in compliance with the General Data Protection Regulation, for the purpose of executing the agreement(s), fulfilling warranty obligations, and delivering optimal service along with relevant product updates and offers.
- Any objections by the Buyer to data processing for direct mailing will be honored.
ARTICLE 10. OTHER
- Dutch law applies exclusively to any agreement between Carver and a Buyer. The United Nations Convention on Contracts for the International Sale of Goods (the “Vienna Sales Convention”) does not apply.
- In the event of a dispute between Carver and a Buyer, both parties shall first attempt to resolve the matter amicably through mediation or other forms of negotiation. If such efforts fail, the competent court in Amsterdam is authorized to adjudicate the dispute.
- No deviations to these General Terms and Conditions will be effective unless made in writing.
- These general terms and conditions are valid from January 1, 2023.